1. Each restricted stock unit represents a contingent right to receive 1 share of the issuer's Class A Common Stock upon vest.

2. Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units (the "RSUs") listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the reporting person.

3. The reported price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.3756 to $2.39 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).

4. Vests as follows: 25% of the total shares underlying the restricted stock unit vested on April 15, 2013. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.

5. Vests as follows: the shares will commence vesting on April 15, 2015 and will vest in equal quarterly installments over a four year period beginning on July 15, 2015, subject to continued service to the Issuer through each vesting date.

6. Vests as follows: 25% of the total shares underlying the restricted stock unit vest on October 15, 2015. The remaining shares vest, in equal quarterly installments of 1/16th of the grant amount thereafter, subject to continued service to the Issuer through each vesting date.

Remarks:

/s/ Sara Stapleton, as attorney-in-fact for Devang Shah

01/20/2016

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).